United States securities and exchange commission logo
June 4, 2021
William M. Mounger, II
Chief Executive Officer and Chairman of the Board
Tristar Acquisition I Corp.
2870 Peachtree Road, NW Suite 509
Atlanta, Georgia 30305
Re: Tristar Acquisition
I Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 21, 2021
File No. 333-255009
Dear Mr. Mounger:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
29, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1, Filed May 21,
2021
Summary, page 1
1. We note your response
to prior comment number 1. Please revise page 2 to clarify the
financing arrangement
with Navigation Capital, including whether this is a debt or equity
financing and the terms
thereof. Please disclose how Navigation Capital would be
compensated under this
financing arrangement and what additional economic incentives
Navigation Capital
would be entitled to receive under this arrangement. Please also
disclose whether
Navigation Capital would have recourse to the Sponsor s shares or the
private placement
warrants (including the Class A ordinary shares issuable upon exercise
of the private
placement warrants) if the Sponsor did not satisfy any of its obligations
under the financing
arrangement. If Navigation Capital could obtain any of the foregoing
William M. Mounger, II
Tristar Acquisition I Corp.
June 4, 2021
Page 2
securities under the financing arrangement, please make that clear under
Principal
Shareholders Transfers of Founder Shares and Private Placement
Warrants, and
disclose whether Navigation Capital could impact the election or removal
of directors, or
the appointment of officers by the board of directors. If the Sponsor
would have less of its
capital directly at risk due to the financing arrangement as compared to
other SPACs or
otherwise, and if the Sponsor or Navigation Capital could have
additional conflicts of
interest due to the financing arrangement in determining whether a
particular target
business is an appropriate business with which to effectuate your
initial business
combination, please make that clear and include appropriate risk factor
disclosure. In
addition, if both the Sponsor and Navigation Capital would both have
capital at risk,
please indicate the potential for conflicts of interests and how such
conflicts would be
resolved.
2. Given your disclosure that Navigation Capital, through an affiliate, has
committed to
providing 70% of the capital for the Sponsor to purchase the private
placement
warrants, which could represent a majority of the capital to be received
by the registrant
from private sources, and plans to assist you with respect to sourcing a
potential
acquisition, please identify Navigation Capital and its affiliate as a
Sponsor or tell us why
that would not be appropriate.
Exhibits
3. Please have Collas Crill revise their opinion filed as Exhibit 5.2 to
remove assumption (g)
and the limitation on reliance in the penultimate paragraph. Refer to
Section II.B.3 of Staff
Legal Bulletin No. 19.
You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635
with any other
questions.
Sincerely,
FirstName LastNameWilliam M. Mounger, II
Division of
Corporation Finance
Comapany NameTristar Acquisition I Corp.
Office of Life
Sciences
June 4, 2021 Page 2
cc: Curtis Mo, Esq.
FirstName LastName